PROS Holdings, Inc. — Director's Dealing 2014

Mar 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PROS Holdings, Inc. (PRO)
CIK: 0001392972
Period of Report: 2014-03-13

Reporting Person: Murphy Charles H (Executive VP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-13	Common Stock	M	28430	$6	Acquired	244328	Direct
2014-03-13	Common Stock	S	15190	$30.6265	Disposed	229138	Direct
2014-03-14	Common Stock	M	111907	$6	Acquired	341045	Direct
2014-03-14	Common Stock	S	59810	$30.5817	Disposed	281235	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-13	Employee Stock Option (right to buy)	$6	M	28430	Disposed	2017-04-02	Common Stock (28430)	Direct
2014-03-14	Employee Stock Option (right to buy)	$6	M	111907	Disposed	2017-04-02	Common Stock (111907)	Direct

Footnotes

F1: Sale of shares for payment of taxes.

F2: Represents the sale of 15,190 shares in 32 transactions, ranging in price from $30.50 to $30.94 per share, resulting in a weighted average sale price per share of $30.6265. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price within the range.

F3: Represents the sale of 59,810 shares, in 33 transactions, ranging in price from $30.50 to $30.70 per share, resulting in a weighted average sale price per share of $30.5817. The reporting person will provide, upon request by the SEC staff, the Issuer or a security holder, full information regarding the number of shares sold at each separate price within the range.

F4: 25% of the option vested on April 2, 2008 and the remainder of the option vested monthly over the following three-year period.